Common use of Securities Registration Clause in Contracts

Securities Registration. Unless the shares to be issued upon exercise of this option granted hereunder have been registered under the Securities Act of 1933, as amended (the "Securities Act"), the Company shall be under no obligation to issue any shares covered by the option unless the party that exercises such option, in whole or in part, shall give a written representation and undertaking to the Company which is satisfactory in form and scope to counsel for the Company and upon which, in the opinion of such counsel, the Company may reasonably rely, that such party is acquiring the shares issued pursuant to such exercise of the option for its own account as an investment and not with a view to, or for sale in connection with, the distribution of any such shares, and that such party will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the Securities Act, or any other applicable law, and that if shares are issued without such registration, a legend to this effect may be endorsed upon the securities so issued. The option shall in no event be exercisable and shares shall not be issued hereunder if, in the opinion of counsel to the Company, such exercise and/or issuance would result in violation of federal or state securities laws.